SÃO PAULO, June 23, 2023 — Embraer S.A. (“Embraer” or the “Offeror“) (NYSE: ERJ) announces commencement of an offer to purchase for cash any and all outstanding 5.050% senior unsecured guaranteed notes due 2025 (the “Notes“), issued by Embraer Netherlands Finance B.V., fully, unconditionally and irrevocably guaranteed by Embraer (the “Tender Offer“), at the price per US$1,000 principal amount of Notes set forth in the following table:
|
Title of Security |
CUSIP / ISIN |
Principal Amount |
Purchase Price(1) |
|
5.050% Senior Unsecured |
29082H AA0 / |
U.S.$957,031,000 |
U.S.$990.00 |
|
(1) |
Holders will also be paid accrued and unpaid interest from the applicable last interest payment date up to, but not including, the |
Information on the Tender Offer
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 29, 2023, unless extended or earlier terminated by Embraer (such time and date, as it may be extended, the “Expiration Time“). Holders of Notes who validly tender (and do not validly withdraw) their Notes or deliver a properly completed and duly executed notice of guaranteed delivery at or prior to the Expiration Time will be eligible to receive the Purchase Price set forth in the table above, plus Accrued Interest. Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time, unless extended or earlier terminated by Embraer as described in that certain offer to purchase dated June 23, 2023, relating to the Tender Offer (the “Offer to Purchase“), but not thereafter.
Settlement
Settlement of the Tender Offer is expected to occur on the third business day following the Expiration Time, unless the Tender Offer is terminated prior to such date (the “Settlement Date“). Tendered Notes may be withdrawn at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, and (ii) after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
Conditions to Tender Offer
The Offeror’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase.
The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. In the event of a termination of the Tender Offer, neither the Purchase Price nor the Accrued Interest will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. The Offeror has the right, in its sole discretion, to not to accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.
Subsequent Redemptions or Repurchases
From time to time after consummation, termination or withdrawal of the Tender Offer, Embraer or any of its affiliates may acquire Notes that are not tendered or not accepted for purchase pursuant to the Tender Offer through open-market purchases, privately-negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as Embraer or any of its affiliates may determine (or as may be provided for in the respective indenture governing the Notes), which may be more or less than the Purchase Price to be paid pursuant to the Tender Offer and could be for cash or other consideration. It is currently Embraer’s intention, but Embraer is under no obligation, to redeem the Notes via the make-whole call following the consummation, termination or withdrawal of the Tender Offer. There can be no assurance as to which, if any, of these alternatives or combinations thereof Embraer or any of its affiliates may choose to pursue in the future.
For More Information
The terms and conditions of the Tender Offer are described in the Offer to Purchase. Copies of the Offer to Purchase are available at www.dfking.com/embraer and by request to D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer (the “Tender and Information Agent“). Requests for copies of the Offer to Purchase should be directed to the Tender and Information Agent at +1 (877) 732-3619 (toll free) and +1 (212) 269-5550 (collect) or by e-mail to [email protected].
The Offeror reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. The Offeror is making the Tender Offer only in those jurisdictions where it is legal to do so.
The Offeror has engaged Credit Agricole Securities (USA) Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, PNC Capital Markets LLC, Santander US Capital Markets LLC and UBS Securities LLC to act as the dealer managers (the “Dealer Managers“) in connection with the Tender Offer. The Dealer Managers can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer.
Disclaimer
None of the Offeror, the Dealer Managers, the Tender and Information Agent, the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Offeror by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.
Embraer S.A.
Antonio Carlos Garcia
Head of Investor Relations
+55 (11) 3040-6874
SOURCE Embraer S.A.
